HEI INC
DFAN14A, 1998-07-14
SEMICONDUCTORS & RELATED DEVICES
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                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant {  }
Filed by a Party other than the Registrant {x}

Check the appropriate box:
{  } Preliminary Proxy Statement  {  } Confidential, for Use of the Commission
                                       Only (as permitted by Rule 14a-6(e) (2))
{  } Definitive Proxy Statement
{x}  Definitive Additional Materials
{  } Soliciting Material Pursuant to Section 240.14a-11 or Section 240.14a-12

                                    HEI, Inc.
                (Name of Registrant as Specified In Its Charter)

                              FANT INDUSTRIES INC.
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

{x}   No fee required.

{  }  Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

      (1)  Title of each class of securities to which transaction applies:
      --------------------------------------------------------------------

      (2)  Aggregate  number of  securities  to which  transaction  applies:
      --------------------------------------------------------------------

      (3)  Per unit price or other underlying value of transaction  computed
           pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
           the filing fee is  calculated  and state how it was  determined):
      --------------------------------------------------------------------

      (4)  Proposed maximum aggregate value of transaction:
      --------------------------------------------------------------------

      (5)  Total fee paid:
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(  }  Fee paid previously with preliminary materials.

{  }  Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a) (2) and identify the filing for which the  offsetting fee
      was paid  previously.  Identify  the previous  filing by  registration
      statement number, or the Form or Schedule and the date of filing.

      (1)  Amount Previously Paid:
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      (2)  Form, Schedule or Registration Statement No.:
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      (3)  Filing Party:
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      (4)  Date Filed:
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Attention Shareholders of HEI, Inc.:

FANT  INDUSTRIES  INC. is pleased to announce  that it has  increased its cash
tender offer for 11.5% of the shares of HEI, Inc. to $9.00 per share cash.

To take  advantage  of this offer,  you must tender your shares and return the
GREEN proxy card, if you have not done so already.

The Fant Industries Inc. tender offer, proration period, and withdrawal rights
have  been  extended  and will  expire  on  Tuesday,  August  4, 1998 at 12:00
midnight,  New York City Time, unless extended further. All shareholders whose
shares are  validly  tendered  and not  withdrawn  and  accepted  for  payment
pursuant to the offer, including shares previously tendered,  will receive the
increased price of $9.00 per share. To date, approximately 1,485,000 shares of
the Company's Common Stock have been tendered.

If you have  questions or need  assistance in tendering or voting your shares,
please contact Beacon Hill Partners
at (800) 253-3814.

FANT INDUSTRIES, INC.



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